Marc de La Guéronnière
Head of European and North American Market Organizations at 
METTLER TOLEDO INTERNATIONAL INC/
METTLER TOLEDO INTERNATIONAL INC/Executive
About Marc de La Guéronnière
Marc de La Guéronnière, age 61, serves as Head of European and North American Market Organizations and is a member of the Group Management Committee (GMC). He joined Mettler-Toledo in 2001, became Head of European Market Organizations in January 2008, and added North America in April 2014; prior roles included leadership positions at ABB‑Elsag Bailey and Danaher‑Zellweger in Europe and the U.S. Compensation is tightly linked to performance through EPS, net cash flow, sales, ESG targets, stock options (5‑year vesting), and PSUs based on relative TSR; over 20 years the company’s TSR was 2,285% vs. 618% for the S&P 500, supporting the pay‑for‑performance model .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mettler-Toledo (France) | Industrial Business Area Manager | 2001–2006 | Led Industrial segment for France market organization |
| Mettler-Toledo (Spain) | Head of Region South; General Manager (Spain) | 2006–2008 | Ran southern regional market; country GM responsibilities |
| Mettler-Toledo | Head of European Market Organizations | 2008–present | Leads pan‑European sales/marketing/service execution |
| Mettler-Toledo | Head of North American Market Organizations | 2014–present | Oversees North American commercial operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ABB‑Elsag Bailey | Various management positions (Europe & U.S.) | — | Pre‑MTD leadership roles in industrial automation |
| Danaher‑Zellweger | Various management positions (Europe & U.S.) | — | Management roles prior to joining MTD |
Fixed Compensation
Multi‑year compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $275,076 | $284,165 | $290,792 |
| All Other Compensation ($) | $63,509 | $67,610 | $71,479 |
- 2024 base salary increased 1.9% for Marc effective April 1, 2024, per Compensation Committee review of market data, local conditions, and individual performance .
- 2026 transition year: base salary set at EUR 140,000 (gross), with service at 50% of prior full‑time commitment; Paris principal work location; company car benefit continues under local rules .
2026 transition cash terms (EUR):
| Term | 2026 Amount/Structure |
|---|---|
| Adjusted Base Salary | EUR 140,000 (gross) |
| Pro‑rata Eligibility in 2026 Bonus Plan | 50% payout of adjusted base salary, subject to plan payout |
| Additional Transition Bonus | EUR 150,000, payable January 2027 if transition deemed successful |
Performance Compensation
Annual Cash Incentive (POBS Plus) – 2024 Metrics and Outcomes
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted Non‑GAAP EPS ($) | $39.43 | $40.67 | $44.39 | $41.11 |
| Net Cash Flow ($mm) | $999.2 | $1,053.2 | $1,215.2 | $1,093.9 |
| Group Sales at budgeted FX ($mm) | $3,809.0 | $3,887.5 | $4,123.0 | $3,905.1 |
| Payout | Value |
|---|---|
| Incentive Payment as % of Base Salary (Marc) | 68% |
Weighting (2024 plan design):
- Group/Operating Unit targets: 75–80% of incentive
- Personal objectives: 12–17%
- ESG targets: 8% (environmental, social, governance)
Notes:
- CEO target 50% of base; other NEOs target 45% of base; Max 160.5% for other NEOs .
- EPS excludes specified amortization, restructuring, and a one‑time tax item; net cash flow definition provided in proxy .
Long‑Term Incentives (LTI)
Grant composition (bifurcated 2025 structure; May 2025 tranche):
| Award Type | Shares Granted (May 8, 2025) |
|---|---|
| PSUs | 174 |
| Non‑qualified Stock Options | 475 |
| RSUs | 186 |
- 2025 LTI design: 1/3 PSUs, 1/3 options, 1/3 RSUs; half granted in May, half in November; “general vesting schedules remain unchanged” .
- Options: 10‑year term; vest 20% per year over 5 years; exercise price = NYSE close on grant date .
- PSUs: 3‑year performance period; cliff vest; payout based on rTSR vs S&P 500 Healthcare and Industrials; capped at 100% if absolute TSR negative .
PSU vesting schedule (target basis; linear interpolation):
| rTSR Percentile | Shares Earned % of Target |
|---|---|
| ≤30% (Threshold) | 0% |
| 45% | 50% |
| 60% (Target) | 100% |
| 67.5% | 150% |
| ≥75% (Max) | 200% |
Outstanding Equity Awards (as of Dec 31, 2024)
RSUs and PSUs:
| Grant Type | Grant Date | Units (#) | Market/Payout Value ($) |
|---|---|---|---|
| RSUs (Unvested) | — | 928 | $1,135,575 |
| PSUs (Unearned Target) | 11/03/2022 | 270 | — |
| PSUs (Unearned Target) | 11/09/2023 | 335 | — |
| PSUs (Unearned Target) | 11/12/2024 | 323 | — |
- RSUs vest ratably over three years from the first anniversary of Nov 9, 2023 grant; market values use $1,223.68 Dec 31, 2024 close .
Stock options (exercisable/unexercisable, oldest→newest):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 11/02/2017 | 3,295 | 0 | $671.60 | 11/02/2027 |
| 11/08/2018 | 3,585 | 0 | $595.31 | 11/08/2028 |
| 11/07/2019 | 3,580 | 0 | $720.81 | 11/07/2029 |
| 11/05/2020 | 1,980 | 495 | $1,103.74 | 11/05/2030 |
| 11/04/2021 | 1,068 | 712 | $1,484.40 | 11/04/2031 |
| 11/03/2022 | 656 | 984 | $1,225.87 | 11/03/2032 |
| 11/09/2023 | 371 | 1,484 | $1,024.55 | 11/09/2033 |
| 11/12/2024 | 0 | 1,510 | $1,260.97 | 11/12/2034 |
Option exercises and stock vested (Marc):
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards: Shares Acquired on Exercise (#) | — | — |
| Option Awards: Net Value Realized ($) | — | — |
| Stock Awards: Shares Acquired on Vesting (#) | 876 | 12 |
| Stock Awards: Value Realized ($) | $1,275,815 | $13,993 |
Equity Ownership & Alignment
| Ownership (as of March 3, 2025) | Direct | Indirect (Options exercisable within 60 days) | Total | Percent of Shares Outstanding |
|---|---|---|---|---|
| Marc de La Guéronnière | 0 | 14,535 | 14,535 | * (<1%) |
- Stock ownership guidelines: Other executive officers must hold equity equal to 2× base salary; CEO has fixed dollar requirement; CFO 3× salary. All officers satisfy the guidelines .
- Hedging and pledging: Executives are prohibited from hedging and generally restricted from pledging company securities; Share Purchase Plan shares are restricted for five years and cannot be sold or pledged during that period (death/disability exception) .
- Insider trading policy covers directors, officers, employees, and company repurchases .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Executives have agreements with base salary, cash incentive participation, and benefits; no fixed term; effective term of 6–12 months via notice provisions |
| Non‑compete | 6–12 months post‑termination; applies to all NEOs |
| Notice Period Pay | During notice period, executives receive base salary, target cash incentive, and continuation of benefits |
| Change‑of‑Control | No cash severance; equity does not automatically accelerate or vest upon a change in control |
| Termination | No cash severance upon termination regardless of type; unvested equity forfeited; vested equity forfeited in termination for cause on last day |
| Clawback | NYSE‑compliant clawback covering incentive‑based comp tied to financial reporting; 3‑year lookback; no recoveries required for FY2024 |
| 2026 Transition & Retirement | 50% time commitment in 2026; base salary EUR 140,000; eligible for 50% pro‑rata bonus based on adjusted 2026 base; EUR 150,000 transition bonus payable Jan 2027 upon successful transition; no new equity grants in 2026; continued vesting of prior grants per plan; no accelerated vesting on retirement; principal work location Paris; company car benefit continues |
| Location/Travel | Paris principal office; regular travel across Europe and globally as required |
Performance Compensation – Structure Details
| Element | Metric/Design | Vesting |
|---|---|---|
| Cash Incentive (POBS Plus) | EPS, net cash flow, sales, personal, ESG targets; targets set annually by Compensation Committee | Annual |
| Stock Options | 10‑year term; 20% per year vest over 5 years; strike = NYSE close on grant date | Ratable (5 years) |
| PSUs | rTSR vs S&P 500 Healthcare & Industrials; 3‑year performance; capped at 100% if absolute TSR negative | Cliff at 3 years |
| RSUs | 3‑year ratable vesting (e.g., from Nov 9, 2023 grant date) | Ratable (3 years) |
Perquisites and Other Compensation Detail (Selected items)
| Year | Retirement Contribution ($) | Allowances ($) | Misc Benefits ($) |
|---|---|---|---|
| 2022 | $48,919 | $14,590 | 0 |
| 2023 | $52,246 | $15,364 | 0 |
| 2024 | $55,068 | $16,411 | 0 |
Performance & Track Record Indicators
- Management cited strong execution in Europe, a return to growth in China, service growth (+9%), and margin expansion (gross margin +60bps in Q3; +40bps YTD), with disciplined working capital execution; these areas align with Marc’s responsibility for EU/NA market organizations .
- Average target achievement for NEOs over the last 5 years was 108%; 2024 average target achievement was 104% (NEO incentives paid 52–72% of base salary) .
Governance, Say‑on‑Pay, and Compensation Oversight
- 2024 Say‑on‑Pay approval: 84% of votes cast in favor .
- Independent compensation consultant Pearl Meyer & Partners engaged; Committee monitors consultant independence annually .
- Equity grant practices: annual cycle typically in late Oct/Nov; no grants during blackout periods or timed around MNPI; options valued via Black‑Scholes .
Investment Implications
- Retention risk: A negotiated transition year in 2026 at 50% time and potential retirement at year‑end indicates succession planning is underway; no 2026 equity grants and no accelerated vesting reduces future equity issuance to Marc and limits retirement‑related windfalls .
- Alignment: Significant unvested PSUs/RSUs and 10‑year, 5‑year‑vesting options create long‑dated alignment; executive hedging is prohibited and pledging restricted; executives must meet stock ownership guidelines, and all officers are currently compliant .
- Insider selling pressure: Marc exercised no options in 2023–2024; vesting events occurred (876 shares in 2023; 12 shares in 2024), but 2026’s “no new grants” may dampen incremental vest‑related supply from new awards; continued vesting of existing awards persists through employment .
- Downside protection risk: No cash severance and no change‑of‑control acceleration reduce shareholder‑unfriendly outcomes; clawback policy provides recourse on restatements .